Sec Form 3 Filing - Leland Shawn @ Elevation Oncology, Inc. - 2021-06-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Leland Shawn 2. Issuer Name and Ticker or Trading Symbol Elevation Oncology, Inc. [ ELEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO (Last) (First) (Middle) C/O ELEVATION ONCOLOGY, INC., 888 SEVENTH AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2021 (Street) NEW YORK, NY10106 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 493,029 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 0.43 ( 1 ) 09/16/2029 Common Stock 353,797 D Employee Stock Option (Right to Buy) $ 1.36 ( 2 ) 12/29/2030 Common Stock 538,635 D Employee Stock Option (Right to Buy) $ 1.36 ( 3 ) 12/29/2030 Common Stock 99,159 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leland Shawn C/O ELEVATION ONCOLOGY, INC. 888 SEVENTH AVENUE, 12TH FLOOR NEW YORK, NY10106 X President, CEO Signatures /s/ Shawn Leland 06/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option vested as to 25% of the total shares on July 1, 2020, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date and is subject to acceleration in the event of a change in control of the Issuer. ( 2 )The stock option vests as to 25% of the total shares on November 10, 2021, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date and is subject to acceleration in the event of a change in control of the Issuer. ( 3 )25% of the total number of shares shall vest and become exercisable upon the earlier to occur of (i) the Issuer's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, provided that such offering results in at least $80,000,000 of gross proceeds to the Issuer, and (ii) the dosing of the first patient in a registrational trial for a new product of the Issuer (the "Milestone Vesting Date"), and 1/48 of the total number of shares shall vest and become exercisable on the corresponding day of each month thereafter, or on the last day of each month, to the extent each month thereafter does not have the corresponding day, until all of the shares have vested on the third anniversary of the Milestone Vesting Date, subject to the Reporting Person's provision of service to the Issuer on each vesting date and is subject to acceleration in the event of a change in control of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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